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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)
Hawaii National Bancshares, Inc.
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(Name of Issuer)
K.J.L. Associates, Janice Moon Tong Luke Trust dated 5/4/61,
Loretta Hung Wun Luke Trust dated 5/4/61,
Beatrice Lum Luke Trust dated 5/26/83,
Sharlene Kam Sun Luke Trust dated 5/4/61,
Warren Kwan Kee Luke Trust dated 5/4/61 and Kan Jung Luke
$1.00 par value Common Stock
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(Title of Class of Securities)
419758107
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(CUSIP Number of Class of Securities)
Stephen M. Klein, Graham & Dunn,
1420 5th Avenue, 33rd Floor, Seattle, WA 98101-2390
206-340-9648
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$4,113,000 $822.60
(included in amount set forth below)
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $6,399.00 Filing Party: Hawaii National Bancshares, Inc
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SEC File No. 5-39369
Form or registration no.: Schedule 13E-3 Date filed: May 14, 1999
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CUSIP No. 419758107 14D-1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K.J.L. Associates
Janice Moon Tong Luke Trust dated 5/4/61
Loretta Hung Wun Luke Trust dated 5/4/61
Beatrice Lum Luke Trust dated 5/26/83
Sharlene Kam Sun Luke Trust dated 5/4/61
Warren Kwan Kee Luke Trust dated 5/4/61
Kan Jung Luke
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
None of the funds listed above will be borrowed or otherwise
obtained from external sources for the purpose of acquiring the
securities in the proposed transaction described in Item 5 below.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Individual: U.S. Citizen
Partnership & Trusts: Honolulu, Hawaii
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
K.J.L. Associates - 281,908*
Janice Moon Tong Luke Trust dated 5/4/61 - 557,113*
Loretta Hung Wun Luke Trust dated 5/4/61 - 539,192*
Beatrice Lum Luke Trust dated 5/26/83 - 3,671
Sharlene Kam Sun Luke Trust dated 5/4/61 - 556,694*
Warren Kwan Kee Luke Trust dated 5/4/61 - 185,047*
Kan Jung Luke - 14,626
* Represents shares beneficially owned by the general partners of
K.J.L. Associates, and in the case of the trusts, by the trustees of
the individual trusts. Since the trustees of the trusts are, in most
instances, the same individuals, the shares shown as "beneficially
owned" by the trusts are duplicative, and therefore, do not reflect
true ownership of the Company.
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
K.J.L. Associates - 39.65
Janice Moon Tong Luke Trust (5/4/61) - 78.36%
Loretta Hung Wun Luke Trust (5/4/61) - 75.84%
Beatrice Lum Luke Trust (5/26/83) - *
Sharlene Kam Sun Luke Trust (5/4/61) - 78.30%
Warren Kwan Kee Luke Trust (5/4/61) - 26.03%
Kan Jung Luke - *
* represents less than 5%
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10 TYPE OF REPORTING PERSON* IN, PN, OO
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ITEM 1. SECURITY AND SUBJECT COMPANY
This Schedule 14D-1 relates to the common stock, $1.00 par value per
share ("Company Common Stock") of Hawaii National Bancshares, Inc., a Hawaii
corporation (the "Company"). The principal executive offices of the Company are
located at 45 North King Street, Honolulu, Hawaii 96817. As of June 15, 1999,
there were 711,000 shares of Company Common Stock issued and outstanding.
Pursuant to the terms of the tender offer, a maximum of 89,000 shares are
anticipated to be acquired by the Luke Family Purchasers, at a per share price
of $45.00.
ITEM 2. IDENTITY AND BACKGROUND
(a) Names of persons filing:
K.J.L. Associates (a limited partnership formed under the laws of Hawaii)
Janice Moon Tong Luke Trust dated 5/4/61
Loretta Hung Wun Luke Trust dated 5/4/61
Beatrice Lum Luke Trust dated 5/26/83
Sharlene Kam Sun Luke Trust dated 5/4/61
Warren Kwan Kee Luke Trust dated 5/4/61
Kan Jung Luke
(b) Address for all filing persons: The business address for all filing persons
is the address of the Issuer:
45 North King Street, Suite 600
Honolulu, HI 96817
(c) Not Applicable.
(d) Not Applicable.
(e) No filing person, during the past five years, has been convicted in a
criminal proceeding.
(f) No filing person, during the past five years, has been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
that, as a result of such proceeding, is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of
such laws.
(g) All persons are United States citizens; the Partnership and the Trusts were
formed under the laws of the State of Hawaii.
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ITEM 3. PAST CONTRACTS, OR NEGOTIATIONS WITH THE SUBJECT COMPANY
(a) Hawaii National Bank ("HNB") leases its office space for its
headquarters at King and Smith Streets from K.J.L. Associates, an affiliate of
directors K. J. Luke and Warren K. K. Luke, and a filing person. The lease has a
term until December 31, 2024 with an option to renew for fifteen years and
requires fixed annual rents of $1,025,445 through December 31, 2000. Rent
thereafter is to be fixed for each of the succeeding 3-year periods by
agreement.
(b) No contracts, negotiations or transactions have occurred since the
commencement of the Company's third full fiscal year preceding the date the
Schedule 14D-1 between the filing persons and the Company concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of securities,
an election of directors, or a sale or other transfer of a material amount of
assets.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 14D-1 is being filed pursuant to the requirement of Rule
14d-1(a) which applies to any tender offer subject to Section 14(d)(1) of the
Act, including, but not limited to, any tender offer for securities of a class
described in that section which is made by an affiliate of the issuer of such
class.
The maximum amount of funds that may be used by the filing persons in the
proposed transactions described in Item 5 are as follows:
<TABLE>
<S> <C>
K.J.L. ASSOCIATES: $1,107,000
JANICE MOON TONG LUKE TRUST (5/4/61): $405,000
LORETTA HUNG WUN LUKE TRUST (5/4/61): $405,000
BEATRICE LUM LUKE TRUST (5/26/83): $270,000
SHARLENE KAM SUN LUKE (5/4/61): $405,000
WARREN KWAN KEE LUKE (5/4/61): $405,000
KAN JUNG LUKE: $1,008,000
</TABLE>
None of the funds listed above will be borrowed or otherwise obtained
from any external source for the purpose of acquiring the securities in the
transactions described in Item 5.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The Company has adopted a going-private plan consisting of three
elements: a one-for-200 reverse stock split; an issuer tender offer extended to
all shareholders; and a private placement of new (post-stock split) shares to
members of the Luke family, which currently owns approximately 88% of the
outstanding Company common stock. In
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connection with such transactions, the Company has filed with the Securities and
Exchange Commission, on May 14, 1999, Schedules 13E-3 and 13E-4, as subsequently
amended. Attached as an exhibit to the Schedule 13E-3 is a combined preliminary
proxy statement for the Company's 1999 Annual Meeting of Shareholders and tender
offer statement. At the Annual Meeting, the amendment of the Company's Articles
of Incorporation, in order to effect the reverse stock split, will be voted upon
by the Company's shareholders. The preliminary proxy/tender offer statement will
also serve as the disclosure document in connection with the tender offer.
The persons filing this Schedule 14D-1 are the persons who will purchase
shares of post-split Company common stock in the private placement. The purpose
of the private placement is to fund the Company's obligations to: (i) pay cash
in lieu of fractional shares in connection with the proposed reverse stock
split, and (ii) purchase shares tendered to it pursuant to the proposed issuer
tender offer (collectively, the "Purchase Funds").
In the private placement, the persons filing this Schedule 14D-1 (who are
each members of, or entities owned or controlled by members of, the Luke family,
who are collectively referred to as the "Luke Family Purchasers") will acquire
shares of new (post-split) common stock at a price of $9,000 per share. Adjusted
to give effect to the reverse stock split, this is exactly the same as the
per-share price that Company shareholders will receive for fractional shares in
the reverse stock split and for tendered Company shares in the issuer tender
offer. The Luke Family Purchasers will acquire sufficient shares of post-split
Company common stock to fund, on a dollar-for- dollar basis, the Company's
obligation to pay the Purchase Funds. The Luke Family Purchasers will deposit
the sums set forth in Item 4 with HNB prior to the commencement of the tender
offer. Such funds will be held and distributed by HNB pursuant to the terms of
the Depositary Agreement described at Exhibit C.
Because the number of shares that may be properly tendered to the Company
in the issuer tender offer cannot be determined at this time, the amounts that
may be purchased by the Luke Family Purchasers are based on the maximum amounts
that are anticipated to be tendered.
As more fully described in the Company's filings on Schedule 13E-3 and
13E-4, the private placement is an element of the Company's going-private
transaction, among the purposes of which is to enable the Company to terminate
the registration of its equity securities pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
For information in response to this question, see Item 7 of the Cover
Page.
None of the persons filing this Schedule 14D-1 have, during the 60 days
prior to the date hereof, effected any transaction in the Company's common
stock.
ITEM 7. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
As noted above, each of the persons filing this Schedule 14D-1 are
members of, or entities owned or controlled by members of, the Luke family.
Aside from their respective agreements to purchase shares in the private
placement as described above, there are no contracts, arrangements,
understandings or relationships, legal or otherwise, among the persons filing
this Schedule 14D-1 or between such persons and any person, with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies. Subscription agreements between the
respective Luke Family Purchasers and the Company with respect to the purchase
of the Company Common Stock in the private placement are included as Exhibit
9(c) to the Schedule 13E-4, and are incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Other than legal counsel, accountants, and financial advisors retained by
the Company to assist it in connection with the reverse stock split and tender
offer, no persons will be employed, retained or compensated by the filing
persons, or by any person on the bidder's behalf, to make solicitations or
recommendations in the tender offer.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS
The filing persons, or bidders, consist of five trusts and a limited
partnership, each of which has been in existence in excess of 10 years, and Mr.
K. J. Luke, individually. Neither the partnership nor any of the trusts were
formed for the purpose of making the tender offer. Additionally, the obligations
of the Luke Family Purchasers as described in Items 4 and 5 will be funded prior
to the commencement of the Tender Offer, through the deposit of funds into a
segregated account and subject to the terms of the Depositary Agreement
described at Exhibit C. Therefore, financial information is not included with
this Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Not Applicable
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Exhibit a. Amended Form of Tender Offer/Proxy Statement to be
distributed to shareholders of the Company. (Incorporated by reference to
Exhibit 17(d)(1) of Amendment No. 1 Pre-Rule 13E-3 Transaction Statement on
Schedule 13E-3 filed July 2, 1999 to the Schedule 13E-3 by the Company and the
Luke Family Purchasers).
Exhibit b. Subscription Agreements (Incorporated by reference to
Exhibit 9(c) of Amendment No. 1 to the Schedule 13E-4 filed July 2, 1999 by the
Company).
Exhibit c. Depositary Agreement (Incorporated by reference to
Exhibit 9(c) of Amendment No. 1 to the Schedule 13E-4 filed on July 2, 1999 by
the Company).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 2, 1999
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(Date)
JANICE MOON TONG LUKE TRUST SHARLENE KAM SUN LUKE TRUST
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DATED MAY 4, 1961 DATED MAY 4, 1961
/s/ Warren K.K. Luke /s/ Warren K.K. Luke
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Warren K. K. Luke, Trustee Warren K. K. Luke, Trustee
/s/ Sharlene Mau /s/ Loretta Yajima
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Sharlene Mau, Trustee Loretta Yajima, Trustee
/s/ Jeanette Lum Chun /s/ Jeanette Lum Chun
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Jeanette Lum Chun, Trustee Jeanette Lum Chun, Trustee
LORETTA HUNG WUN LUKE TRUST WARREN KWAN KEE LUKE TRUST
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DATED MAY 4, 1961 DATED MAY 4, 1961
/s/ Warren K.K. Luke /s/ Jeanette Lum Chun
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Warren K. K. Luke, Trustee Jeanette Lum Chun, Trustee
/s/ Janice Loo KAN JUNG LUKE
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Janice Loo, Trustee
/s/ Jeanette Lum Chun /s/ Warren K.K. Luke
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Jeanette Lum Chun, Trustee Warren K. K. Luke, Attorney-in-fact
BEATRICE LUM LUKE TRUST K.J.L. ASSOCIATES, A HAWAII
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DATED MAY 26, 1983 LIMITED PARTNERSHIP
/s/ Beatrice Luke BY: K.J.L., INC., CORPORATE GENERAL
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Beatrice Luke, Trustee
/s/ Warren K.K. Luke
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Warren K. K. Luke, Vice President
and Secretary
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